UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
NATIONAL EDUCATION CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635771-10-8
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 2 of 19
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 19
Exhibit Index Located on Page 18<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 3 of 19
1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P.
IRS Identification No. of Above Person 94-3048313
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 4 of 19
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 5 of 19
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 6 of 19
1 Name of Reporting Person BK-NEC, L.P.
IRS Identification No. of Above Person 94-3160834
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 7 of 19
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person PN, IA
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 8 of 19
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 9 of 19
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power 19,422*
NUMBER OF
SHARES 8 Shared Voting Power 3,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 19,422*
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,059,627*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.6%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 10 of 19
1 Name of Reporting Person THE COMMON FUND
IRS Identification No. of Above Person 23-7037968
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization New York
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,657,370*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,657,370*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,657,370*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 4.7%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 11 of 19
Item 1. Security and Issuer
This Amendment No. 11 (the "Amendment") to Schedule 13D relates
to shares of common stock (the "Common Stock") of National
Education Corporation, a Delaware corporation (the "Issuer").
The principal executive office and mailing address of the Issuer
is 18400 Von Karman Avenue, Irvine, CA 92715.
This Amendment is being filed because of the sale of shares of
Common Stock, as described in Item 5 below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners II,
L.P., a California limited partnership ("BK II"), BK Capital
Partners III, L.P., a California limited partnership ("BK III"),
BK Capital Partners IV, L.P., a California limited partnership
("BK IV"), BK-NEC, L.P., a California Limited partnership ("BK-
NEC"), Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a
California corporation ("RCBA Inc."), Richard C. Blum, the
Chairman and a substantial shareholder of RCBA Inc., and The
Common Fund, a New York non-profit corporation.
BK II, BK III, BK IV and BK-NEC are each California limited
partnerships whose principal business is investing in securities,
and whose principal office is located at 909 Montgomery Street,
Suite 400, San Francisco, California 94133. RCBA L.P. is the
sole general partner of BK II, BK III, BK IV and BK-NEC, and the
investment adviser to The Common Fund.
RCBA L.P. is a California limited partnership whose principal
business is acting as general partner for investment partnerships
and providing investment advisory and financial consulting
services. RCBA L.P. is a registered investment adviser with the
Securities and Exchange Commission and with the State of
California. The sole general partner of RCBA L.P. is RCBA Inc.
The principal business office address of RCBA L.P. and RCBA Inc.
is 909 Montgomery Street, Suite 400, San Francisco, California
94133. The names of the executive officers and directors of RCBA
Inc., their addresses, citizenship and principal occupations are
as follows:<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 12 of 19
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Chairman Suite 400 Chairman, RCBA L.P.
and Director San Francisco, CA
Nils Colin Lind 909 Montgomery St. Norway Managing Director,
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Alexander L. Dean 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments and San Francisco, CA RCBA L.P.
Director
George F. Hamel, 909 Montgomery St. USA Managing Director
Jr. Suite 400 of Marketing, RCBA
Managing Director San Francisco, CA L.P.
of Marketing
John H. Steinhart 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief
and Chief San Francisco, CA Administrative
Administrative Officer, RCBA L.P.
Officer
Marc Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA Officer, RCBA L.P.
Officer
Peter E. Rosenberg 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Development,
of Development and San Francisco, CA RCBA L.P.
Director
Michael Kane 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners
Corporation,
Investment Banking
Business
Donald S. Scherer 3 Embarcadero USA Howard, Rice, et
Secretary Center al. (law firm)
Suite 700
San Francisco, CA
94111<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 13 of 19
The Common Fund is a New York non-profit corporation principally
engaged in the business of managing investments for educational
institutions. The principal administrative office of The Common
Fund is located at 450 Post Road East, Westport, Connecticut
06881-0909. The name, business address and present principal
occupation of each of the trustees and executive officers of The
Common Fund are as follows (all are United States citizens):
Trustees
Paul J. Aslanian Norman G. Herbert
Treasurer Treasurer and Investment
Macalester College Officer
1600 Grand Avenue University of Michigan
St. Paul, MN 55105 5032 Fleming Administration
Building
Robert L. Bovinette Ann Arbor, MI 48109-1340
President and Treasurer
The Common Fund William C. Hromadka
450 Post Road East Treasurer and Assoc. Sr. Vice
Westport, CT 06881-0909 President
University of Southern
John B. Carroll California
President University Park, Treasurer's
GTE Investment Management Corp. Office
Tresser Boulevard BKS 402 - Bookstore Building
Seventh Floor Los Angeles, CA 90089-2541
Stamford, CT 06901
Lyn Hutton
Mayree C. Clark Vice President Finance and
Managing Director, Global Treasurer
Research Dartmouth College
Morgan Stanley & Co., Inc. 6008 Parkhurst Hall, Room 102
1251 Avenue of the Americas Hanover, NH 03755-3529
New York, NY 10020
David M. Lascell
Robert D. Flanigan, Jr. Partner
Vice President for Business and Hallenbeck, Lascell, Norris &
Financial Affairs & Zorn
Treasurer One Exchange Street
Spelman College Rochester, NY 14614-1403
350 Spelman Lane, S.W.
Box 589 John T. Leatham
Atlanta, GA 30314-4399 Chairman
Security Health Managed Care
Caspa L. Harris, Jr. 1925 Calvin Court
Consultant River Woods, IL 60015
Route 1, Box 509
Waterford, VA 22190
<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 14 of 19
Louis W. Moelchert Robert S. Salomon, Jr.
Vice President for Business Principal & Founder
and Finance STI Management LLC
University of Richmond 106 Dolphin Cove Quay
Campus Drive, Room 202 Stamford, CT 06902
Maryland Hall
Richmond, VA 23173 William T. Spitz
Treasurer
Andre F. Perold Vanderbilt University
Sylvan C. Coleman Professor of 102 Alumni Hall
Financial Management Nashville, TN 37240-0159
Harvard University Graduate
School of Business
Administration
Morgan Hall, 367
Soldiers Field
Boston, MA 02163
The executive officers of The Common Fund who are not Trustees
are as follows (the business address for each person is The
Common Fund, 450 Post Road East, Westport, CT 06881-0909):
John S. Griswold, Jr. Curt R. Tobey
Senior Vice President Senior Vice President
Todd E. Petzel Marita Wein
Executive Vice President and Secretary
Chief Investment Officer
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the previous purchases of securities was
the working capital of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons originally acquired securities in the
Issuer for investment purposes. Depending upon market conditions
and other factors, the Reporting Persons may acquire additional
securities of the Issuer, in the open market, in privately
negotiated transactions or otherwise. Alternatively, depending<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 15 of 19
upon market conditions and other factors, the Reporting Persons
may, from time to time, dispose of some or all of the securities
of the Issuer that they beneficially own.
Mr. Blum serves on the Issuer's Board of Directors.
Other than as set forth in this statement, the Reporting Persons
have no present plans or proposals that relate to or would result
in any of the consequences listed in paragraphs (a)-(j) of Item 4
of Schedule 13D, although they may in the future take actions
that would have such consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished to the Reporting
Persons by the Issuer, there were 35,244,514 shares of Common
Stock issued and outstanding as of May 1, 1996. Based on such
information, after taking into account the transactions described
in Item 5(c) below, the following Reporting Persons report the
following direct holdings and corresponding percentage interests
in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
BK II 413,601 1.2%
BK III 497,900 1.4%
BK IV 20,900 0.1%
BK-NEC 434,956 1.2%
RCBA L.P. 15,478 0.0%
The Common Fund 1,657,370 4.7%
_________ ____
Total 3,040,205 8.6%
========= ====
Because voting and investment decisions concerning the above
shares are made by RCBA L.P., the Reporting Persons may be
members in a group, in which case each Reporting Person would be
deemed to have beneficial ownership of an aggregate of 3,040,205
shares of the Common Stock, which is 8.6% of the outstanding
Common Stock. However, The Common Fund expressly disclaims
membership in such a group and disclaims beneficial ownership of
securities owned by any other person.
As Chairman, director and a substantial shareholder of RCBA Inc.,
Richard C. Blum might be deemed to be the beneficial owner of the
securities beneficially owned by RCBA Inc. In addition, Mr. Blum
has sole beneficial ownership of 19,422 shares of Common Stock,
consisting of 6,422 shares of Common Stock owned directly and<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 16 of 19
options to acquire 13,000 shares of Common Stock, which options
are currently exercisable or exercisable within 60 days. If
Mr. Blum were deemed to be the beneficial owner of the securities
beneficially owned by RCBA Inc., he would own beneficially an
aggregate of 3,059,627 shares, which is 8.7% of the Common Stock.
Although Mr. Blum is joining in this Amendment as a Reporting
Person, the filing of this Amendment shall not be construed as an
admission that he, or any of the other shareholders, directors or
executive officers of RCBA Inc. is, for any purpose, the
beneficial owner of any of the securities that are beneficially
owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons sold the
following shares of Common Stock through broker-dealers at prices
ranging from $15.00 to $15.10 per share:
Name Shares Sold
4/29/96 4/30/96 5/1/96 Total
BK II 3,657 21,900 118,500 144,057
BK III 4,192 25,200 135,700 165,092
BK-NEC 3,651 21,900 118,500 144,051
The Common Fund 13,500 83,300 450,000 546,800
______ _______ _______ _________
Total 25,000 152,300 822,700 1,000,000
====== ======= ======= =========
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except for the contracts, arrangements, understandings and
relationships described above, none of the Reporting Persons or,
to the best knowledge of the Reporting Persons, the other persons
named in Item 2, is a party to any contract, arrangement,
understanding or relationship with respect to any securities of
the Issuer, including but not limited to the transfer or voting
of any securities of the Issuer, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 17 of 19
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: May 8, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. INC.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P.
By /s/ Donald S. Scherer
By Richard C. Blum & Associates, ___________________________
L.P., its General Partner Donald S. Scherer,
Secretary
By Richard C. Blum &
Associates, Inc., its /s/ N. Colin Lind
General Partner ______________________________
RICHARD C. BLUM
By /s/ Donald S. Scherer By N. Colin Lind
_______________________ Attorney-in-Fact
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND
L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & L.P., its Investment Adviser
Associates, Inc., its
General Partner By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
_______________________
Donald S. Scherer, By /s/ Donald S. Scherer
Secretary _____________________
Donald S. Scherer,
Secretary<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 18 of 19
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 19<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 19 of 19
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Amendment to Schedule 13D to
evidence the agreement of the below-names parties, in accordance with
rules promulgated pursuant to the Securities Exchange Act of 1934, to
file this Amendment jointly on behalf of each of such parties.
DATED: May 8, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. INC.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P.
By /s/ Donald S. Scherer
By Richard C. Blum & Associates, ___________________________
L.P., its General Partner Donald S. Scherer,
Secretary
By Richard C. Blum &
Associates, Inc., its /s/ N. Colin Lind
General Partner ______________________________
RICHARD C. BLUM
By /s/ Donald S. Scherer By N. Colin Lind
_______________________ Attorney-in-Fact
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND
L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & L.P., its Investment Adviser
Associates, Inc., its
General Partner By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
_______________________
Donald S. Scherer, By /s/ Donald S. Scherer
Secretary _____________________
Donald S. Scherer,
Secretary<PAGE>
